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Securities Regulation

Reminder to 13G Filers on Upcoming Phase-In of SEC Amendments to Beneficial Ownership Filing Deadlines

May 29, 2024 | Posted by James J. Moloney; Brian J. Lane Topic(s): Corporate Governance; Securities Regulation

​As previously noted in our client alert, certain of the SEC amendments to beneficial ownership reporting rules adopted in October 2023 will go into effect on September 30, 2024. As a quick reminder, for Passive Investors (i.e., those reporting on Schedule 13G pursuant to Rule 13d-1(c) who beneficially own less than 20%) and Qualified Institutional Investors (“QIIs")

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Eighth Circuit Establishes Briefing Schedule for SEC Climate Disclosure Rules Litigation

May 24, 2024 | Posted by Elizabeth A. Ising; Ronald O. Mueller Topic(s): Corporate Governance; Disclosure; Environmental/Climate Change; ESG; Securities Regulation

​On May 20, 2024, the U.S. Court of Appeals for the Eighth Circuit issued an order establishing the briefing schedule for the consolidated litigation challenging the Securities and Exchange Commission’s (“SEC") final climate disclosure rules.

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Reminder: Securities Settlement Cycle Transitions to T+1 on May 28, 2024

May 22, 2024 | Posted by Harrison Tucker; Hillary H. Holmes; Andrew L. Fabens Topic(s): Capital Markets; IPOs; Registered Securities Offerings; Registration Statements; Securities Regulation; Underwriters and Agents

​​As previously reported on our Securities Regulation and Corporate Governance Monitor (available here and here), on May 28, 2024, the standard settlement cycle for most broker-dealer transactions will be shortened from “T+2″ to “T+1,” subject to certain exceptions.  The SEC approved this change in its rule amendments to Rule 15c6-1(a) under the Exchange Act adopted on February 15, 2023.

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SEC Division of Corporation Finance Director Erik Gerding Offers Guidance on Form 8-K Disclosure of Cybersecurity Incidents

May 22, 2024 | Posted by Ronald O. Mueller; Thomas J. Kim; Lori Zyskowski; Julia Lapitskaya; James J. Moloney; Elizabeth A. Ising; Brian J. Lane Topic(s): Corporate Governance; Securities Regulation

​As detailed in our client alert, the SEC adopted cybersecurity disclosure rules on July 26, 2023 that require disclosure of material cybersecurity incidents under new Item 1.05 of Form 8-K. If a company determines that a cybersecurity incident is material, it is required to disclose the incident within four (4) business days of such determination. In addition, such determination is required to be made “without unreasonable delay after discovery of the incident.”

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Reminder For Resource Extraction Issuers: Form SD Due September 2024

April 16, 2024 | Posted by Hillary H. Holmes; James J. Moloney; Harrison Tucker Topic(s): Audit Committee; Corporate Governance; Disclosure; Securities Regulation

​As previously reported on our Securities Regulation and Corporate Governance Monitor on December 16, 2020 (available here), the Securities and Exchange Commission (the “SEC") adopted the final rule (available here) requiring additional disclosures by public companies that engage in the commercial development of oil, natural gas or minerals. Under the final rule, domestic or foreign “resource extraction issuers" are required to annually disclose information about certain payments made to foreign governments or the U.S. federal government on Form SD.

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Fifth Circuit Stay of the SEC’s Climate Disclosure Rule Dissolved

March 22, 2024 | Posted by Ronald O. Mueller; James J. Moloney; Elizabeth A. Ising; Lori Zyskowski Topic(s): Corporate Governance; Disclosure; ESG; Securities Regulation

On March 21, 2024, the Judicial Panel on Multidistrict Litigation randomly selected the U.S. Court of Appeals for the Eighth Circuit to hear all cases challenging the Securities and Exchange Commission’s final climate disclosure rule. Within the first ten days after the rule’s issuance, nine petitions were filed, in six different circuits, challenging the rule.

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Recent SEC Enforcement Action Underscores Importance of Timely Filing of 13D/G Beneficial Ownership Reports

March 6, 2024 | Posted by James J. Moloney; Brian J. Lane Topic(s): Disclosure; Securities Regulation

​On March 1, 2024, the SEC announced an enforcement action against an investment advisory firm (“Investor"), stemming from its failure to promptly convert from a Schedule 13G to 13D after forming  a “control" purpose within the meaning of Section 13(d) of the Exchange Act and Rule 13d-1 thereunder.[1]

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Fifth Circut Strikes Down SEC’s New Buyback Disclosure Rule

December 20, 2023 | Posted by James J. Moloney; Michael A. Titera; Ronald O. Mueller Topic(s): Capital Markets; Disclosure; Miscellaneous; Securities Regulation

​On December 19, 2023, the Fifth Circuit vacated the SEC’s Share Repurchase Disclosure Modernization rule (the “Repurchase Rule") in its entirety. The Repurchase Rule, discussed further in our Client Alert, would have required companies to disclose objectives or rationales and certain additional information for all share repurchases conducted during the quarter on Form 10-Q and Form 10-K and required quarterly disclosure regarding a company’s adoption or termination of any Rule 10b5-1 trading plans.

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SEC Stays Effectiveness of New Buyback Disclosure Rule; Fifth Circuit Denies SEC’s Request for Additional Time to Correct Rules

November 28, 2023 | Posted by Ronald O. Mueller; James J. Moloney; Michael A. Titera Topic(s): Capital Markets; Disclosure; Securities Regulation

​On November 22, 2023, the SEC announced that it had issued an order indefinitely postponing the effectiveness of the Share Repurchase Disclosure Modernization rule (the “Repurchase Rule"), pending further SEC action. At the same time, the SEC asked the Fifth Circuit for additional time to respond to the court’s order that the SEC correct deficiencies in the Repurchase Rule by November 30. The court denied that motion on November 26. As a result, the SEC has until November 30 to correct the deficiencies the court had found with the SEC’s rulemaking, after which we expect the court will consider a renewed motion from the petitioners to vacate the Repurchase Rule.

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Division of Corporation Finance Offers New Guidance on Application of the SEC’s Universal Proxy Rules Ahead of the 2024 Proxy Season

November 22, 2023 | Posted by James J. Moloney; Ronald O. Mueller; Michael A. Titera; Julia Lapitskaya Topic(s): Corporate Governance; Proxy Access; Proxy Statements and Annual Meetings; Securities Regulation; Shareholder Proposals

As discussed in our previous client alert, the universal proxy rules that went effective on August 31, 2022 require proxy cards distributed by both public companies and nominating shareholders in contested director elections to include both sides’ director nominees, such that shareholders casting their vote can “mix-and-match" nominees from each of the company’s and the dissident’s slate of director nominees.

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